HomeMy WebLinkAboutAdden 4 I
s" • •
LAG 03-002
Addendum# 4-10
ADDENDUM TO BUILDING AND GROUND LEASE AGREEMENT
(City of Renton to AirO, Inc.)
THIS ADDENDUM to Lease Agreement LAG 03-002 is effective as of the date of
execution by the City of Renton, as indicated on the last page of this addendum.
RECITALS:
WHEREAS, AirO, Inc. has a Lease Agreement with the City of Renton, LAG-03-
002, executed on November 1, 2003; and
WHEREAS, effective November 1, 2009 in LAG 03-002 Addendum 03-10, the
annual combined building and ground rent by AirO, Inc. for the building located at 800
West Perimeter Road is eighty five thousand, five hundred three dollars and twenty-
four cents ($85,503.24), before taxes and ninety six thousand four hundred eighty one
dollars and eighty six cents ($96,481.86) including taxes; and
WHEREAS, certain economic conditions have led to AirO, Inc.'s inability to meet
the monthly rent payments to the City for the building located at 800 West Perimeter
Road; and
WHEREAS, AirO, Inc., as of September 17, 2010, is in arrears by fifty nine
thousand eight hundred eighty one dollars and thirty eight cents ($59,881.38), which
includes tax, overdue rent and late fee charges; and
WHEREAS, AirO, Inc., on October 1, 2010, will owe an additional eight thousand
forty dollars and sixteen cent ($8,040.16) as rent, which includes tax; and
WHEREAS, as of October 1, 2010,the total amount owed by AirO, Inc. to the
city of Renton will be sixty seven thousand, nine hundred twenty one dollars and fifty
four cents ($67,921.54);
WHEREAS, AirO, Inc., subleases space to WorldWind Helicopters, Inc. and
WorldWind Helicopters, Inc. holds an Operating Permit with the City of Renton; and
WHEREAS, Mr. Michael O'Leary owns both AirO, Inc. and WorldWind
Helicopters, Inc. who occupy the building located at 800 West Perimeter Road; and
WHEREAS, Mr. Michael O'Leary has approached the City and requested deferral
of collection of overdue rent and late fee payments due to the City for the ground and
building located at 800 West Perimeter Road until October 1, 2010, and
WHEREAS, Mr. Michael O'Leary has offered to pay a significant penalty in the
amount of eight thousand, eight hundred thirty eight dollars and forty nine cents
($8,838.49), offered collateral to secure the deferral of rent to October 1, 2010; and
signed a Personal Guaranty; and
Lease Agreement 03-002 1
City of Renton AirO,Inc.
r
` • LAG 03-002
Addendum#
WHEREAS, AirO, Inc. has a tenant known as WorldWind Helicopters, Inc. which
has one-four year federal contract for three helicopters for wild fire fighting with the
federal Department of Agriculture—US Forest Service which began in June 2010; and
WHEREAS, Mr. Michael O'Leary has provided to the City a copy of the federal
contract award letter; and
WHEREAS, the amount of the contract for the first helicopter which has been
called into service for training purposes in advance of the wild fire fighting season
shows that Mr. Michael O'Leary's companies known as AirO, Inc. and WorldWind
Helicopters, Inc. has an ability to pay the overdue and deferred rent by October 1, 2010;
and
WHEREAS, it is in the best interest of the City to work with AirO, Inc. and
WorldWind Helicopters, Inc. to retain AirO, Inc.'s fixed base operation, retain
competition in the fuel business on the airport, secure rent from the building located at
800 West Perimeter Road, and to retain jobs in the City during these difficult economic
times,
NOW,THEREFORE, IT IS HEREBY AGREED AND COVENANTED BY AND BETWEEN THE
CITY OF RENTON AND AIRO, INC. AS FOLLOWS:
WITNESSETH:
1. Landlord agrees to defer until October 1, 2010, the collection of the overdue rent
payments and late fees which will be fifty nine thousand eight hundred eighty one
dollars and thirty eight cents ($59,881.38), by September 30, 2010, (see Exhibit A-
Itemized List of Overdue and Deferred Rents and Fees, incorporated by this
reference). This amount includes the leasehold excise tax for the building located at
800 West Perimeter Road; and
2. Tenant agrees to pay by October 1, 2010, an additional penalty of eight thousand,
eight hundred thirty eight dollars and forty nine cents ($8,838.49), as well as his
October rent in the amount of eight thousand forty dollars and sixteen cents
($8,040.16), including tax, which brings the total amount owed to seventy six
thousand, seven hundred sixty dollars and three cents ($76,760.03) and
3. Tenant agrees to offer as collateral the existing 12,000 gallon 10OLL fuel tank (and
associated pump, piping and credit card technology associated with the tank) which
is fixed to the landlord's property located at 800 West Perimeter Road and is
identified by Serial Number 15894 which is located on the pump skid side of the fuel
tank; and
4. Tenant, on behalf of WorldWind Helicopters, Inc., agrees to offer as collateral one
Bell Jet Ranger helicopter with the tail number N4MS and serial number 1345; and
Lease Agreement 03-002 2
City of Renton AirO,Inc.
rLAG 03-002
Addendum#
5. Tenant agrees to execute Promissory Notes on behalf of AirO, Inc. and WorldWind,
Inc., both in the amount of sixty eight thousand, seven hundred nineteen dollars
and eighty seven cents ($68,719.87); payable to the city of Renton on or before
October 1, 2010; and
6. Tenant agrees to cooperate with the city of Renton in perfecting a UCC filing with
the state of Washington related to the collateral identified herein, and
7. Tenant agrees to execute a Personal Guaranty in favor of the City of Renton,
8. Tenant agrees to execute Security Agreements on behalf of AirO, Inc. and
WorldWind Helicopters, Inc., in favor of the city of Renton, in the amount of sixty
eight thousand, seven hundred nineteen dollars and eighty seven cents
($68,719.87); which debt is secured by the following collateral:
a. Bell Jet Ranger helicopter bearing tail number N4MS and serial number 1345 (by
WorldWind Helicopters, Inc.); and
b. 12,000 gallon 10OLL fuel tank and associated pump, piping and credit card
technology associated with the tank, Serial Number 15894 (by AirO, Inc.).
9. All other terms and conditions of the original Lease Agreement and Addenda
thereto, insofar as they are not inconsistent herewith, shall remain in full force and
effect.
AirO. Inc. CITY OF RENTON
a Washington Corporation a Municipal Corporation
Denis Law
Mayor
tf e s;d-rn &'itiYl� 'j
Title Bonnie Walton
City Clerk
Date
r Approv s to legal form
City Attorney
Lease Agreement 03-002 3
City of Renton AirO,Inc.
PERSONAL GUARANTY
FOR VALUE RECEIVED, receipt of which is hereby acknowledged, and to induce City
of Renton(the "Promisee") to enter into the Promissory Note dated Se Di, aO , 2010 (the
"Agreement") with AirO, Inc. and WorldWind Helicopters, Inc, (the " orporaiions"),
executed and effective simultaneously with the execution and effectiveness of-this
Guaranty, Michael O'Leary(referred to as the ("Guarantor"), hereby absolutely and
unconditionally guarantee to the Promisee the performance by the Corporations of each
and every covenant, agreement and obligation of the Corporations under the Agreement
including, without limitation, the payment to the Promisee of all sums due under the
Agreement at the time such sums shall be due and payable.
The obligation of Guarantor under this Guaranty shall be a direct and primary obligation,
and the Promisee shall not be required to exhaust any of the Promisee's rights or remedies
against the Corporations or any Guarantor prior to making any demand on or invoking
any of the Promises rights and remedies against the Guarantor. In furtherance of the
foregoing, Promisee may proceed, at one time or successively and without notice to any
Guarantor. In any action brought by Promisee against a Guarantor under this Guaranty,
no Guarantor shall be entitled to, and shall not, plead as a defense that Promisee is not
legally or equitably insolvent or is dissolved or liquidated, and each Guarantor
convenants and agrees to pay to the Promisee all costs and expenses (including attorney's
fees) incurred by Promisee in any such action.
This Guaranty and all rights, obligations and liabilities arising hereunder shall be
construed and enforced in accordance with the laws of the Washington.
This Guaranty shall bind each Guarantor below and each Guarantor's respective
successors and assigns, and shall inure to the benefit of Promisee.
IN WITNESS WHEREOF, this Guaranty has been duly executed by the Guarantor on
September, 010.
Michael O'Leary
LAG-03-002, Adden #4-10
SECURITY AGREEMENT
AirO, Inc.
-I.A
THIS SECURITY AGREEMENT ("Agreement") is made and effective this r day of
o r, 2010, by and between AirO, Inc. ("Debtor"), and City of Renton ("Secured
Party").
Debtor is in the debt of Secured Party.
Debtor desires to give, and Secured Party desires to receive, a security interest in certain
tangible personal property of Debtor to secure such debt.
NOW, THEREFORE, Secured Party and Debtor agree as follows:
1. Definitions.
A. "Collateral": The following described tangible, personal property of Debtor: (i)
12,000 gallon 10OLL fuel tank and associated pump, piping and credit card techno logy
associated with the tank,Serial Number 15894, and , and (ii) all additions and
substitutions to or for the items referred to in Section 1.(A) (i) above, and all proceeds
therefrom.
B. "Obligation": All of the interest, principal and other amounts payable under that
certain promissory note dated September a0 , 2010, payable by Debtor to Secured
Party for$68,719.87, bearing interest at a rate of 0% per annum, a copy of which is
attached hereto as Exhibit A.
2. Security Interest.
Debtor hereby grants to Secured Party a security interest in the Collateral in order to
secure payment of the Obligation.
3. Books and Records; Inspection.
Debtor shall keep and maintain, at its expense, complete records of the Collateral.
Secured Party shall have the right at any time and from time to time, without notice, to
call at Debtor's place of business during normal business hours to inspect the Collateral
and to inspect the correspondence, books, and records of Debtor relating to the
Collateral.
4. Representations and Warranties of Debtor.
Debtor represents and warrants to Secured Party that, with respect to the Collateral,
Debtor possesses and shall possess at all times while this Security Agreement is in
effect, full, complete and unencumbered title to such goods, subject only to Secured
Security Agreement
AirO, Inc.
September , 2010
Page 1 of 4
i
Party's security interest hereunder, and liens, if any, for current taxes, assessments and
other governmental charges are not delinquent and subject to the remaining loan
balance of$8,050 on the fuel tank held by Equipment Leasing Corp.
5. Covenants of Debtor.
The Debtor agrees and covenants with Secured Party that:
A. The Collateral shall be kept at 800 W. Perimeter Road, Renton, WA 98057, and
Debtor shall not change the location of the Collateral without the prior written consent
of Secured Party.
B. Debtor shall not at any time cause or suffer any part of the Collateral, or any interest
in any of Collateral to be subject to any Security Interest other than that of Secured
Party. EXCEPT as described in Par. 4, above.
C. Debtor shall defend the Collateral against the claims and demands of all persons
other than Secured Party.
D. Debtor shall at all times promptly pay and discharge, at Debtor's expense, all taxes,
assessments and other governmental charges which constitute or may become liens on
the Collateral.
E. At the request of Secured Party, at any time and from time to time, Debtor shall
execute such financing statements and other documents, pay such filing, recording and
other fees, and do or cause to be done such other acts or things as Secured Party deems
reasonably necessary to establish, perfect, and continue its security interest hereunder.
F. Debtor shall pay all costs, expenses, charges and other obligations, including, without
limitation, reasonable attorneys' fees, suffered or incurred by Secured Party to protect,
preserve, maintain and obtain possession of or title to the Collateral,to perfect, protect,
preserve and maintain the security interest granted by this Security Agreement, and to
enforce or assert any one or more of its rights, powers, remedies and defenses under
this Security Agreement.
6. Events of Default.
Debtor shall be in default under this Security Agreement if Debtor fails timely to observe
and perform any covenants, conditions or agreements required to be observed or
performed by Debtor under this Security Agreement, or if Debtor defaults upon any
material promise in the obligation.
Security Agreement
AirO, Inc.
September , 2010
Page 2 of 4
7. Remedies upon Event of Default.
At any time upon or following the occurrence of one or more of the events of default
under Section 6 hereof,Secured Party may, at its option, assert or avail itself of any one
or more of the rights, powers, remedies and defenses conferred upon Secured Party
under the Uniform Commercial Code and other laws of the State of Washington, which
laws shall generally govern the construction and interpretation of this Agreement, or
assert or avail itself of any one or more of the rights, powers, remedies and defenses
conferred upon Secured Party under any other appropriate law or regulation, whether
federal or state.
8. Application of Proceeds.
Any and all proceeds resulting from the disposition of all or any part of the Collateral
following the occurrence of one or more events of default shall be applied to pay and
provide for the Obligations of Debtor to Secured Party, with any balance remaining to
be aid to Debtor or its successors and assigns, as their respective interests may appear.
p g p Y pp
9. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing
and shall be given to the appropriate party by personal delivery or by certified mail,
postage prepaid, or recognized overnight delivery services.
If to Debtor:
AirO, Inc
800 W. Perimeter Rd Renton, WA 98057
If to Secured Part
Y
Airport Manager
City of Renton
616 W. Perimeter Rd. Unit A
Renton, WA 98057
10. Severability.
The invalidity or unenforceability of any provision in this Agreement shall not cause any
other provision to be invalid or unenforceable.
11. Final Agreement.
This Agreement constitutes the final agreement and understanding between the parties
on the subject matter hereof and supersedes all prior understandings or agreements
Security Agreement
AirO, Inc.
September , 2010
Page 3 of 4
Y 4
whether oral or written. This Agreement may be modified only by a further writing that
is duly executed by both parties.
12. Headings.
Headings used in this Agreement are provided for convenience only and shall not be
used to construe meaning or intent.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Security
Agreement on the date first above written.
AirO, Inc. City of Renton
By: _ - By:
Michael O'Leary Denis Law
Owner Mayor
Attest•
Bonnie I. Walton, City Clerk
vi
rr'
Security Agreement
AirO, Inc.
September , 2010
Page 4 of 4
0 *LAG-03-002, Adden #4-10
PROMISSORY NOTE
AirO, Inc.
Amount: $68,719.87
September 20, 2010
FOR VALUE RECEIVED, the undersigned, AirO, Inc., of 800 W. Perimeter Rd.,
Renton, WA 98057, promises to pay to the order of City of Renton, at 1055 So. Grady
Way, Renton, WA 98057 or such other place as the holder may designate in writing to
the undersigned, the principal sum of sixty eight thousand, seven hundred nineteen
dollars and eighty seven cents ($68,719.87), together with interest thereon from date
hereof until paid, at the rate of 0%per annum as follows: one(1) installment of principal
and interest in the amount of sixty eight thousand, seven hundred nineteen dollars and
eighty seven cents ($68,719.87) on October 1, 2010. The entire principal amount shall be
repaid on October 1, 2010.
All or any part of the aforesaid principal sum may be prepaid at any time and from time
to time without penalty. Payments shall be applied first to accrued interest and the
balance to principal.
In the event of any default by the undersigned in the payment of principal or interest
when due or in the event of the suspension of actual business, insolvency, assignment for
the benefit of creditors, adjudication of bankruptcy, or appointment of a receiver, of or
against the undersigned, the unpaid balance of the principal sum of this promissory note
shall at the option of the holder become immediately due and payable and the amount
then due shall accrue interest until payment at the rate of eighteen percent (18%)per
annum or the highest rate permitted by law, whichever is less.
Debtor and all other persons who may become liable for the payment hereof severally
waive demand,presentment, protest,notice of dishonor or nonpayment, notice of protest,
and any and all lack of diligence or delays in collection which may occur, and expressly
consent and agree to each and any extension or postponement of time of payment hereof
from time to time at or after maturity or other indulgence, and waive all notice thereof.
In case suit or action is instituted to collect this note, or any portion hereof, Debtor
promises to pay such additional sum, as the court may adjudge reasonable, for attorneys'
fees and costs of litigation in said proceedings.
This note is made and executed under, and is in all respects governed by, the laws of the
State of Washington.
Promissory Note
AirO, Inc.
September 20, 2010
Page 1 of 2
L
AirO, Inc.
By. ®.
Michael O'Leary
Owner
Promissory Note
AirO, Inc.
September 20, 2010
Page 2 of 2
T &G-03— Q0Z Adden #:-4-10
SECURITY AGREEMENT
WorldWind Helicopters, Inc
THI S CURITY AGREEMENT ("Agreement") is made and effective this day of
. r 2010, by and between WorldWind, Inc. ("Debtor"), and City of Renton
("Secured Party").
Debtor is in the debt of Secured Party.
Debtor desires to give, and Secured Party desires to receive, a security interest in certain
tangible personal property of Debtor to secure such debt.
NOW, THEREFORE, Secured Party and Debtor agree as follows:
1. Definitions.
A. "Collateral": The following described tangible, personal property of Debtor: (i) Bell
206B Helicopter, Serial # 1345, N4MS, and (ii) all additions and substitutions to or for
the items referred to in Section 1.(A) (i) above, and all proceeds therefrom.
B. "Obligation": All of the interest, principal and other amounts payable under that
certain promissory note dated September Ad , 2010, payable by Debtor to Secured
Party for$68,719.87, bearing interest at a rate of 0% per annum, a copy of which is
attached hereto as Exhibit A.
2. Security Interest.
Debtor hereby grants to Secured Party a security interest in the Collateral in order to
secure payment of the Obligation.
3. Books and Records; Inspection.
Debtor shall keep and maintain, at its expense,complete records of the Collateral.
Secured Party shall have the right at any time and from time to time, without notice,to
call at Debtor's place of business during normal business hours to inspect the Collateral
and to inspect the correspondence, books, and records of Debtor relating to the
Collateral.
4. Representations and Warranties of Debtor.
Debtor represents and warrants to Secured Party that, with respect to the Collateral,
Debtor possesses and shall possess at all times while this Security Agreement is in
effect, full, complete and unencumbered title to such goods, subject only to Secured
Security Agreement
WorldWind Helicopters, Inc.
September___, 2010
Page 1 of 4
l
15 t
Party's security interest hereunder, and liens, if any, for current taxes, assessments and
other governmental charges are not delinquent and subject to liens filed by Banner
Bank with the FAA on 3/5/2001 (FAA document# BB34924) and 4/12/2005 (FAA
document# RR031071).
5. Covenants of Debtor.
The Debtor agrees and covenants with Secured Party that:
A. The Collateral shall be kept at 800 W. Perimeter Road, Renton, WA 98057, and
Debtor shall not change the location of the Collateral without the prior written consent
of Secured Party.
B. Debtor shall not at any time cause or suffer any part of the Collateral, or any interest
in any of Collateral to be subject to any Security Interest other than that of Secured
Party. EXCEPT as described in Par. 4, above.
C. Debtor shall defend the Collateral against the claims and demands of all persons
other than Secured Party.
D. Debtor shall at all times promptly pay and discharge, at Debtor's expense, all taxes,
assessments and other governmental charges which constitute or may become liens on
the Collateral.
E. At the request of Secured Party, at any time and from time to time, Debtor shall
execute such financing statements and other documents, pay such filing, recording and
other fees, and do or cause to be done such other acts or things as Secured Party deems
reasonably necessary to establish, perfect, and continue its security interest hereunder.
F. Debtor shall pay all costs, expenses, charges and other obligations, including, without
limitation, reasonable attorneys' fees, suffered or incurred by Secured Party to protect,
preserve, maintain and obtain possession of or title to the Collateral, to perfect, protect,
preserve and maintain the security interest granted by this Security Agreement, and to
enforce or assert any one or more of its rights, powers, remedies and defenses under
this Security Agreement.
6. Events of Default.
Debtor shall be in default under this Security Agreement if Debtor fails timely to observe
and perform any covenants, conditions or agreements required to be observed or
performed by Debtor under this Security Agreement, or if Debtor defaults upon any
material promise in the obligation.
Security Agreement
WorldWind Helicopters, Inc.
September , 2010
Page 2 of 4
7. Remedies upon Event of Default.
At any time upon or following the occurrence of one or more of the events of default
under Section 6 hereof, Secured Party may, at its option, assert or avail itself of any one
or more of the rights, powers, remedies and defenses conferred upon Secured Party
under the Uniform Commercial Code and other laws of the State of Washington, which
laws shall generally govern the construction and interpretation of this Agreement, or
assert or avail itself of any one or more of the rights, powers, remedies and defenses
conferred upon Secured Party under any other appropriate law or regulation, whether
federal or state.
8. Application of Proceeds.
Any and all proceeds resulting from the disposition of all or any part of the Collateral
following the occurrence of one or more events of default shall be applied to pay and
provide for the Obligations of Debtor to Secured Party, with any balance remaining to
be paid to Debtor or its successors and assigns, as their respective interests may appear.
9. Notices.
Any notice required by this Agreement or given in connection with it, shall be in writing
and shall be given to the appropriate party by personal delivery or by certified mail,
postage prepaid, or recognized overnight delivery services.
If to Debtor:
WorldWind Helicopters, Inc.
800 W. Perimeter Rd Renton, WA 98057
If to Secured Party:
Airport Manager
City of Renton
616 W. Perimeter Rd. Unit A
Renton, WA 98057
10. Severability.
The invalidity or unenforceability of any provision in this Agreement shall not cause any
other provision to be invalid or unenforceable.
11. Final Agreement.
This Agreement constitutes the final agreement and understanding between the parties
on the subject matter hereof and supersedes all prior understandings or agreements
Security Agreement
WorldWind Helicopters, Inc.
September , 2010
Page 3 of 4
s
0 •
whether oral or written. This Agreement may be modified only by a further writing that
is duly executed by both parties.
12. Headings.
Headings used in this Agreement are provided for convenience only and shall not be
used to construe meaning or intent.
IN WITNESS WHEREOF, Debtor and Secured Party have executed this Security
Agreement on the date first above written.
WorldWind Helicopters, Inc. City of Renton
By: __ By:--4aL
Michael O'Leary Denis Law
Owner Mayor
Attest: --,,
id�!I��nt.G (.lJ-7i'��
Bonnie I. Walton, City Clerk
v • ..,J
u:
L J-j r
/ n
Security Agreement
WorldWind Helicopters, Inc.
September___, 2010
Page 4 of 4
I&AG-03-002, Adden #4-10
PROMISSORY NOTE
WorldWind Helicopters, Inc.
Amount: $68,719.87
September 20, 2010
FOR VALUE RECEIVED, the undersigned, WorldWind Helicopters, Inc., of 800W.
Perimeter Rd., Renton,WA 98057, promises to pay to the order of City of Renton, at
1055 So. Grady Way, Renton, WA 98057 or such other place as the holder may designate
in writing to the undersigned, the principal sum of sixty eight thousand, seven hundred
nineteen dollars and eighty seven cents ($68,719.87), together with interest thereon from
date hereof until paid, at the rate of 0%per annum as follows: one(1) installment of
principal and interest in the amount of sixty eight thousand, seven hundred nineteen
dollars and eighty seven cents ($68,719.87), on October 1, 2010. The entire principal
amount shall be repaid on October 1, 2010.
All or any part of the aforesaid principal sum may be prepaid at any time and from time
to time without penalty. Payments shall be applied first to accrued interest and the
balance to principal.
In the event of any default by the undersigned in the payment of principal or interest
when due or in the event of the suspension of actual business, insolvency, assignment for
the benefit of creditors, adjudication of bankruptcy, or appointment of a receiver, of or
against the undersigned, the unpaid balance of the principal sum of this promissory note
shall at the option of the holder become immediately due and payable and the amount
then due shall accrue interest until payment at the rate of eighteen percent (18%)per
annum or the highest rate permitted by law, whichever is less.
Debtor and all other persons who may become liable for the payment hereof severally
waive demand,presentment,protest, notice of dishonor or nonpayment, notice of protest,
and any and all lack of diligence or delays in collection which may occur, and expressly
consent and agree to each and any extension or postponement of time of payment hereof
from time to time at or after maturity or other indulgence, and waive all notice thereof.
In case suit or action is instituted to collect this.note, or any portion hereof, Debtor
promises to pay such additional sum, as the court may adjudge reasonable, for attorneys'
fees and costs of litigation in said proceedings.
This note is made and executed under, and is in all respects governed by, the laws of the
State of Washington.
Promissory Note
WorldWind Helicopters, Inc.
September 20, 2010
Page 1 of 2
WorldWind Helicopters, Inc.
By:
Michael O'Leary
Owner
Promissory Note
WorldWind Helicopters; Inc.
September 20, 2010
Page 2 of 2